CONSTELLATION BRANDS, INC. (NYSE:STZ) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02
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Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
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(e)
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Compensatory Arrangements of Certain Officers
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(the Committee) of the Board of Directors (the Board) of
Constellation Brands, Inc. (the Company) took the following
actions with regard to certain compensatory arrangements for
certain of the Companys senior management personnel, including
its Executive Officers.
incentive awards under the Companys Annual Management Incentive
Plan (the AMIP) in accordance with its 2017 Fiscal Year Award
Program for Executive Officers (the 2017 Program). The following
table sets forth the cash payments to those Executive Officers
identified below with respect to their annual incentive awards
under the 2017 Program:
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Name and Position
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Award
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Richard Sands,
Chairman of the Board
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$2,273,258
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Robert Sands,
President and Chief
Executive Officer
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$2,318,435
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David Klein,
Executive Vice President and
Chief Financial Officer
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$619,248
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William F. Hackett,
Executive Vice President and
Chairman, Beer Division
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$626,520
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Fiscal 2017 Performance Share Unit Awards
2017 Relative Stockholder Return (as that term is defined in the
award agreement) performance sufficient for recipients of Fiscal
2015 – Fiscal 2017 Performance Share Unit awards (which were
granted on April 28, 2014) to earn two times the target award
level set forth in their respective Performance Share Unit
Agreement. Each recipients award will vest if the recipient
remains in continuous employment with the Company or any of its
subsidiaries until May 1, 2017 (1). On that date, each
Executive Officer who was the recipient of a Fiscal 2015 – Fiscal
2017 Performance Share Unit Award would earn the respective
number of shares of the Companys Class A Common Stock as
constitutes two times the individuals target award level to his
respective Performance Share Unit Agreement. The following table
sets forth the amounts of shares of the Companys Class A Common
Stock to be earned on May 1, 2017 by those Executive Officers
identified below:
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Name
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Shares
Expected
to be Earned
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Robert Sands
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27,180
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David Klein
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2,180
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William F. Hackett
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8,420
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(1)
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The Fiscal 2015 – Fiscal 2017 Performance Share Unit awards
can vest at an earlier date upon death or PSU Disability (as that term is defined in the award agreement) of the recipient or upon a PSU Change in Control (as that term is defined in the award agreement); provided, that, in each such case, the Fiscal 2015 – Fiscal 2017 Performance Share Unit awards would vest at each recipients respective target level. |
Executive Officers (the 2018 Program), thereby establishing the
performance criteria and bonus opportunity under the Companys
AMIP for Fiscal 2018. to the 2018 Program, potential cash
incentive awards for Fiscal 2018, if any, will equal 0.5% of the
Companys Earnings Before Interest and Taxes for each of Richard
Sands and Robert Sands and 0.25% of Earnings Before Interest and
Taxes for each other executive officer, all as calculated under
the AMIP and the 2018 Program and measured for the period from
March 1, 2017 through February 28, 2018. The Committee reserves
the right to exercise its negative discretion at the end of
Fiscal 2018 to reduce the amounts calculated in the preceding
sentences to a bonus payment for each of the Companys Executive
Officers that the Committee believes to be appropriate based on
such quantitative and qualitative factors as it deems
appropriate, including but not limited to the Companys
performance. Also, no individual AMIP payout for a fiscal year or
other performance period may exceed $5 million.
(the Equity Incentive Funding), thereby establishing the
performance criteria under the Companys Long-Term Stock Incentive
Plan (LTSIP) for annual Restricted Stock Unit (RSU) and
Performance Share Unit (PSU) grants, if any, to executive
officers on or after March 1, 2018. to the Equity Incentive
Funding, the Committee established a pool equal to 5% of the
Companys Earnings Before Interest and Taxes, as defined under the
LTSIP and measured for the period from March 1, 2017 through
February 28, 2018 (the Incentive Award Pool). Potential annual
RSU and PSU awards granted to executive officers on or after
March 1, 2018, if any, will be granted out of a specified
percentage of the Incentive Award Pool (18% for each of Richard
Sands and Robert Sands, and 9% for each other executive officer).
The Committee reserves the right to exercise its negative
discretion at the end of Fiscal 2018 to reduce the amounts
calculated in the preceding sentences, with the form of payment
to be determined by the Committee in its sole discretion in RSUs
and/or PSUs; provided, however, that no such award shall exceed
the applicable share limit under the LTSIP as in effect on the
grant date.
About CONSTELLATION BRANDS, INC. (NYSE:STZ)
Constellation Brands, Inc. is an international beverage alcohol company. The Company is a producer and marketer of beer, wine and spirits with operations in the United States, Canada, Mexico, New Zealand and Italy. Its segments include Beer, Wine and Spirits, and Corporate Operations and Other. It is a multi-category supplier (beer, wine and spirits) of beverage alcohol in the United States. It sells a number of brands in the import and craft beer categories, including Corona Extra, Corona Light, Modelo Especial, Ballast Point and others. It is a producer and marketer of wine, and sells a number of wine brands across various categories, including table wine, sparkling wine and dessert wine, and across all price points, such as popular, premium and luxury categories. Some of its wine and spirits brands sold in the United States, which comprise its U.S. Focus Brands (Focus Brands) include Meiomi, Robert Mondavi, Wild Horse and others. CONSTELLATION BRANDS, INC. (NYSE:STZ) Recent Trading Information
CONSTELLATION BRANDS, INC. (NYSE:STZ) closed its last trading session down -1.24 at 170.37 with 5,960,213 shares trading hands.
